FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Watterson Sarah
 2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2016		 3. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [NCT]
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 45 FL		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
 5. If Amendment, Date Original Filed(Month/Day/Year)
09/30/2016
(Street)

NEW YORK, NY 10105		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,935
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 12/31/2016 Common Stock 10,725 $ 2.32 D  
Stock Option (right to buy)   (1) 12/31/2016 Common Stock 4,290 $ 2.95 D  
Stock Option (right to buy)   (1) 12/31/2016 Common Stock 7,507 $ 3.23 D  
Stock Option (right to buy)   (1) 12/31/2016 Common Stock 10,809 $ 3.57 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Watterson Sarah
1345 AVENUE OF THE AMERICAS, 45 FL
NEW YORK, NY 10105		       CEO & President  

Signatures

/s/ Cameron D. MacDougall, as Attorney-in-Fact 10/28/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Option was fully vested and exercisable on or before September 26, 2016.
 
Remarks:
This amendment is filed solely to correct Ms. Watterson's holdings as of the original filing; it replaces the original filing.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.